SUPPLEMENTAL INDENTURE NO. 4, dated as of [●], 2016 (the “Supplemental Indenture”), to the Base Indenture (defined
below) by and between Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc.), a Maryland limited liability company (the “Company”), and The Bank of New York Mellon Trust
Company, N.A., a national banking association, as trustee (the “Trustee”).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of December 10, 2012 (the
“BaseIndenture”), as further amended and supplemented by Supplemental Indenture No. 1, dated as of December 10, 2012 (the “2012 Starwood Indenture”), as further amended and supplemented by
Supplemental Indenture No. 2, dated as of September 15, 2014, (the “2014 Starwood Indenture”), as further amended and supplemented by Supplemental Indenture No. 3, dated as of September 23, 2016 (the “Third
Supplemental Indenture”) and as further amended and supplemented by this Supplemental Indenture, under which the Company has issued the 3.125% Senior Notes due 2023 (the “2023 Notes”), the 3.750% Senior Notes due 2025 (the
“2025 Notes”) and the 4.500% Senior Notes due 2034 (the “2034 Notes” and together with the 2023 Notes and the 2025 Notes, the “Notes”);
WHEREAS, Marriott International, Inc. (“Marriott”), a Delaware corporation, has offered to exchange (the
“Exchange Offer”) any and all of the Company’s outstanding Notes for Marriot’s 3.125% Series U Notes due 2023, Marriott’s 3.750% Series V Notes due 2025 and Marriott’s 4.500% Series W Notes due 2034, upon the
terms and subject to the conditions set forth in the prospectus, dated as of November 18, 2016 (the “Prospectus”), forming a part of Marriott’s Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on November 18, 2016;
WHEREAS, in connection with the Exchange Offer, Marriott has also solicited consents from the
holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the Base Indenture as described in the Prospectus and set forth in Articles 2 and 3 of this Supplemental Indenture, with the operation of such
Proposed Amendments being subject to the satisfaction or waiver, where permissible, by Marriott of the conditions to the Exchange Offer and the acceptance by Marriott for exchange of the Notes validly tendered and not withdrawn pursuant to the
WHEREAS, Section 10.02 of the Base Indenture provides, among other things, that the Company and the Trustee
may, subject to certain exceptions noted therein, amend or supplement the Base Indenture as it relates to the Notes or any amended or supplemental indenture with the written consent of the holders of Notes of at least a majority of the aggregate
principal amount of Notes then outstanding of such series affected by the Supplemental Indenture;
WHEREAS, Marriott has received
and caused to be delivered to the Trustee evidence of the consents from holders of at least a majority of the outstanding aggregate principal amount of Notes to effect the Proposed Amendments under the Base Indenture with respect to the Notes;
WHEREAS, the Company is undertaking to execute and deliver this Supplemental Indenture to
delete or amend, as applicable, certain provisions and covenants in the Base Indenture with respect to the Notes in connection with the Exchange Offer and the related consent solicitation;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts
and requirements necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.
NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and
for the equal and ratable benefit of the holders, as follows:
1.01Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.
TO THE BASE INDENTURE
Section 2.01Amendments to the Base Indenture.
(a) The Base Indenture shall hereby be amended by deleting the following Sections or clauses of the Base Indenture and all references and
definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY
DELETED]” shall be inserted, in each case, in place of the deleted text:
Clause (e) of Section 6.01 (Event of Default)
Section 5.02 (Reports by the Company)
(b) The first paragraph of Section 4.05 of the Base Indenture (Certificate as to Default to be Delivered Annually) is hereby deleted
and replaced in its entirety by the following:
“The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions
and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have
(c) Section 11.01 of the Base Indenture (Company May Consolidate, Etc., Only On Certain
Terms) is hereby deleted and replaced in its entirety by the following:
“Nothing contained in this Indenture or in any of the
Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale by the Company of its assets as, or substantially as, an
entirety, or otherwise; provided, however, that (a) in case of any such consolidation or merger the corporation resulting from such consolidation or any corporation other than the Company into which such merger shall be made shall succeed to and be
substituted for the Company with the same effect as if it has been named herein as a party hereto and shall become liable and be bound for, and shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, the
due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the Coupons, if any, appertaining thereto and the performance and observance of each and every covenant and condition of
this Indenture on the part of the Company to be performed or observed, and (b) as a result of any such sale of the assets of the Company as, or substantially as, an entirety, the Company shall not be insolvent or unable to pay its debt and other
liabilities as they mature and become due in the ordinary course of business.”
(d) The failure to comply with the terms of any of
the Sections or Clauses of the Indenture set forth in clause (a) and (c) above shall no longer constitute a default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture.
(e) For the avoidance of doubt, Clause (e) of Section 6.01 (Event of Default) of the Indenture shall no longer apply to the Notes and
the occurrence of the events described in Section 6.01(e) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.
AMENDMENTS TO EACH OF THE 2012 STARWOOD INDENTURE AND 2014 STARWOOD INDENTURE
Section 3.01Amendments to each of the 2012 Starwood Indenture and 2014 Starwood Indenture.
(a) The 2012 Starwood Indenture and 2014 Starwood Indenture shall hereby each be amended by deleting the following Sections or clauses and all
references and definitions related thereto in their entirety, except to the extent otherwise provided below, and such Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words
“[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:
Section 3.02 (Change of Control)
Section 6.01 (Limitations on Sales and Leasebacks)
Section 6.02 (Restrictions on Secured Debt)
Section 6.03 (Existence)
4.01References. References in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture unless otherwise specified.
Section 4.02Ratification of Base Indenture.
The Base Indenture, as supplemented by the 2012 Starwood Indenture, the 2014 Starwood Indenture, the Third Supplemental Indenture and this
Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. To the extent not expressly amended or
modified by this Supplemental Indenture, the Base Indenture, as supplemented by the 2012 Starwood Indenture, the 2014 Starwood Indenture and the Third Supplemental Indenture shall remain in full force and effect.
Section 4.03Trust Indenture Act Controls.
If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the
imposed duties under the Trust Indenture Act shall control.
Section 4.04Governing Law.
THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE BASE INDENTURE, THIS SUPPLEMENTAL INDENTURE
OR THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of
the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of its obligations under the Base Indenture, this Supplemental Indenture or the Notes, and agrees not to seek a transfer of any such
action or proceeding on the basis of inconvenience of the forum or otherwise (but the Company shall not be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New
York). The Company agrees that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.
All agreements of the Company in the Base Indenture, this Supplemental Indenture and the Notes shall bind its successors. All agreements
of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors.
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 4.07Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 4.08Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for their correctness.
[Signature pages follow]
IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly
executed as of the day and year first above written.
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC
[Signature Page to
Supplemental Indenture No.4 to the 2012 Base Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
[Signature Page to
Supplemental Indenture No. 4 to the 2012 Base Indenture]